CBS Corporation Announces Pricing of Tender Offer for Four Tranches of Notes

Aug

18

2014

CBS Corporation (NYSE: CBS.A and CBS) today announced the pricing of its previously announced tender offer to purchase for cash any and all of four
tranches of notes. This includes its 8.875% senior notes due 2019, 7.875% debentures due 2023, 7.875% senior debentures due 2030, and the 7.125% senior
notes due 2023 of CBS Broadcasting Inc., a wholly owned subsidiary of CBS Corporation (collectively the “Notes”).

Holders will receive the purchase price as outlined in the following table for each $1,000 principal amount of each series of Notes that is validly
tendered and not validly withdrawn prior to the tender offer expiration, which is 5:00 p.m., New York City time, today, unless extended. The purchase price
for each series of Notes was determined in the manner described in the Offer to Purchase dated August 11, 2014, using the yield based on the bid-side price
of the applicable U.S. Treasury Security as calculated by the dealer managers at 2:00 p.m., New York City time, today plus a fixed spread, in each case as
set forth in the following table.

Description of Securities

Issuer

CUSIP/ISIN

Outstanding Principal Amount

Reference U.S. Treasury Security

Reference Yield

Fixed Spread (basis points)

Purchase Price(1)

8.875% Senior Notes
due May 15,
2019

CBS Corporation

124857AC7/

US124857AC73

$600,000,000

3.125% U.S.T. due May 15, 2019

1.539%

70 bps

$1,296.57

7.875% Debentures
due September 1, 2023

CBS Corporation

960402AS4/

US960402AS49

$224,268,000

2.500% U.S.T. due May 15, 2024

2.381%

145 bps

$1,306.25

7.875% Senior Debentures due
July 30, 2030

CBS Corporation

925524AH3/

US925524AH30

$1,250,000,000

3.375% U.S.T. due May 15, 2044

3.193%

140 bps

$1,368.11

7.125% Senior Notes
due November 1, 2023

CBS Broadcasting Inc.

124845AF5/

US124845AF59

$52,185,000

2.500% U.S.T. due May 15, 2024

2.381%

145 bps

$1,253.24

________________________

(1) Per $1,000 principal amount of Notes

All payments for Notes purchased in the tender offer will also include accrued and unpaid interest on the principal amount tendered up to, but not
including, the tender offer settlement date, which is expected to be Wednesday, August 20, 2014.

The terms and conditions of the tender offer are set forth in the Offer to Purchase and a related Letter of Transmittal, which together constitute the
“Offer.” As described in the Offer to Purchase, tendered Notes may be withdrawn on or before the expiration, but may not be withdrawn after the expiration.
Withdrawn Notes may be re-tendered at any time prior to the expiration. The Offer is subject to certain customary conditions, including a financing
condition, but is not conditioned on any minimum amount of Notes being tendered. CBS may amend, extend or, subject to certain conditions, terminate the
Offer at any time.

BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc. are acting as dealer managers for the offer. D.F. King & Co.,
Inc. is serving as the depositary and information agent for the offer.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell with respect to any
securities. The solicitation of offers to buy the Notes is only being made pursuant to the terms of the Offer to Purchase and the related Letter of
Transmittal. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction. None of CBS Corporation, the dealer managers, or the depositary and the information agent is making any
recommendation as to whether or not holders should tender their Notes in connection with the Offer.

Disclosure Notice

All statements in this release other than statements of historical fact are, or may be deemed to be, "forward-looking" statements, and reflect CBS
Corporation’s current expectations concerning future results and events. These forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those indicated in the forward-looking statements. Important factors that could cause actual results
to differ materially from our expectations include, without limitation: changes in legislation, tax rules or market conditions; other domestic and
global economic, business, competitive and/or regulatory factors affecting CBS Corporation’s businesses; and other factors described in CBS
Corporation’s news releases and filings with the SEC including, but not limited to, its most recent Forms 10-K, 10-Q and 8-K. CBS Corporation cautions
that these forward-looking statements include the risk that the Offer may not be completed for various reasons, including the failure to satisfy the
conditions to the Offer. You should not place undue reliance on these forward-looking statements, which apply only as of the time of this news release.
Except to the extent required by applicable securities laws, we do not undertake any obligation to update any forward-looking statements contained in
this release as a result of new information or future events or developments.

About CBS Corporation

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to
audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate
on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world’s largest libraries of entertainment content,
making its brand —“the Eye” — one of the most recognized in business. The Company’s operations span virtually every field of media and entertainment,
including cable, publishing, radio, local TV, film, and interactive and socially responsible media. CBS’s businesses include CBS Television Network, The CW
(a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Global Distribution Group (CBS Studios International
and CBS Television Distribution), CBS Consumer Products, CBS Home Entertainment, CBS Films, CBS Interactive, Showtime Networks, CBS Sports Network, TVGN (a
joint venture between CBS Corporation and Lionsgate), Smithsonian Networks, Simon & Schuster, CBS Television Stations, CBS Radio and CBS EcoMedia. For
more information, go to www.cbscorporation.com.

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